Nielsen Holdings N.V., a global provider of information and insights into what consumers watch and buy, announced that it has completed the tender offer by Nielsen and its wholly owned subsidiary, Prime Acquisition Corp., to acquire all outstanding shares of common stock of Harris Interactive Inc., a leading global market research firm.
Nielsen expects to complete the acquisition of Harris today through a merger under Delaware law. Upon the completion of the merger, Harris Interactive will become a wholly owned subsidiary of Nielsen and its shares will cease to be traded on the NASDAQ Stock Market.
Harris Interactive will be integrated into Nielsen’s Buy business segment, which provides information and insights to manufacturers and retailers that helps them make more informed and impactful business decisions. Nielsen will retain The Harris Poll brand.
“Harris Interactive is a natural fit with Nielsen’s portfolio of solutions, as the organization shares Nielsen’s commitment to deliver robust and integrated insights to clients to drive business outcomes,” said John Lewis, president, Americas, Nielsen. “This acquisition enables deeper insights into consumer sentiment as well as what consumers are watching and buying while also expanding our footprint with important industry verticals including pharmaceutical, automotive and financial services.”
Result of Offer and Effectiveness of Merger
As of the expiration of the offer at midnight New York City time on Jan. 31, 2014, a total of 46,320,397 shares had been validly tendered and not withdrawn, representing approximately 79% of the outstanding shares of common stock of Harris Interactive. All such shares have been accepted for payment and payment for such shares will be made promptly in accordance with the terms of the tender offer.
Upon the effectiveness of the merger, which will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, each of the Harris Interactive shares then outstanding immediately prior to the merger will be converted into the right to receive the same price of $2.04 per share in cash, without interest and less any applicable withholding taxes, that was paid in the tender offer (except as provided in the merger agreement with respect to shares owned by Nielsen, Harris Interactive or their respective subsidiaries or shares that are held by any stockholder who is entitled to demand and properly has demanded appraisal for such Shares in accordance and full compliance with Delaware law).
Nielsen will update its full year guidance to include the impact of Harris Interactive during its fourth quarter earnings conference call, which will be held on Feb. 13, 2014.